Never Rains But It Pours
by BlueSkyScribe
Summary: Post "Predacons Rising". Ultra Magnus didn't want to take Knock Out on the mission. Knock Out didn't want to go on the mission. And yet, here they are.
1. Chapter 1

**A/N:** Post "Predacons Rising". Same continuity as "With a Side of Rust", but much earlier chronologically.

* * *

**Chapter 1**

"He's too reserved; it concerns me," Optimus had said.

"We must make greater efforts to make him feel he is one of us,"Optimus had said.

"Every member of Team Prime is part of our family," Optimus had said.

Ultra Magnus had so many objections that he could have filled a thirty-page report with them, standard margins, single-spaced.

"Of course, Optimus. We must make him feel appreciated," he'd said. "I'll take Knock Out along on my next mission."

* * *

Now here they were in the middle of nowhere. Two mechs. Two lean-tos. And a strut-deep silence, broken only by the constant drum of acid rain on the thick silver tarps and the quiet hiss of raindrops pitting the metallic ground.

The low cot creaked as Ultra Magnus drew his legs up with a grunt to avoid the liquid seeping under the edge his shelter. He looked out. Though the grey veil of rain, two red optics were fixed on him.

Ultra Magnus watched them until they looked away.

* * *

Optimus had suggested bringing Bumblebee as well.

"Not only will his field skills be of use, but out of all of us Knock Out seems closest to him," he had said.

It was true. Knock Out relaxed around the scout, even teasing and bantering with him. The Decepticon was close to Bumblebee.

_Far too close._

Ultra Magnus told Optimus he felt one-on-one bonding would be most effective. And that was that.

* * *

"Keep up, soldier." Ultra Magnus turned around to look down the hill at Knock Out, who had once again stopped to grimace at the scratches on his legs and pick copper brambles out of his joints. "I expect a better pace from a mech who values speed as much as you do."

"Yes _sir."_ His tone was not _quite_ disrespectful. But his tight smile hovered close to a grimace as he tramped up the hill, the vegetation adding more shallow scratches to his legs.

* * *

Despite the night-rains, the days were muggy. The land shimmered with heat, hazy and oppressive. Knock Out's frame, being smaller, rose in temperature more quickly; his fans whirred constantly. Sometimes he muttered about the sun or the rain or his scratched up finish, but for the most part he was silent. Much quieter than at the base, where he hovered at the edge of conversations, throwing in a quick, upbeat comment here and there.

He rarely contributed anything of substance, Ultra Magnus had noticed, and never offered any kind of disagreement. It was suspicious.

His silence was suspicious too. But maybe he was only too tired to speak. Ultra Magnus reached out as the red mech stumbled on a sandy hill, catching him by the pack between his shoulders and pulling him upright. Knock Out jerked away so hard he almost lost his balance again.

"I don't need your _assistance,_ Commander," he snapped. "I am perfectly capable."

Ultra Magnus watched the perfectly capable mech nearly fall on his face twice more on the way up the hill.

* * *

At midday they stopped to refuel. The land was flat now, the shrubs smaller. Even the two mechs barely had shadows as the sun blazed straight down.

"Watch your energon supply, soldier," Ultra Magnus warned.

Knock Out muttered something inaudible and took another long pull on his hydration pack.

* * *

Normally they stopped about an hour before sunset, but the third day Ultra Magnus pushed the pace and didn't stop until well into dusk. It was a risk, but they had become adept at setting up the lean-tos quickly and he wanted to reach their goal by the next morning.

They were lucky. The rain held off while they found a campsite, while they shrugged the packs off their backs, even while they set up the shelters. Knock Out folded out his cot and sank onto it with a grateful groan. Ultra Magnus had to admit it felt good to sit down. He watched as the Decepticon pulled his leg onto his knee and began picking debris out of his pede joints with his long, thin fingers.

"Tomorrow we'll reach the Traxian Heatsinks," Ultra Magnus said. Knock Out didn't look up, but he did nod. "The plates underlying the dunes are thin and prone to collapse. You, being lighter, will take point, taking readings with the scanner as you go."

"Lucky me, leading the way," Knock Out said. His voice was almost cheerful, but it had a mocking edge to it too. Ultra Magnus chose to ignore it.

"You will wear a safety harness," he continued, "and I will pull you back if you run into trouble. Any questions, soldier?"

"I'm not a soldier." Knock Out plucked out a pebble that had been wedged behind his toe hinge, grimaced at it, and flicked it away. "But I do have a question, as it so happens. What's the point? If we know it's full of sinkholes, why even go in?"

"If we can find a stable path through the area, we may eventually build a road through it to Iacon."

Knock Out stilled in the act of drawing a small jar from his pack. "Well, of course," he said, soft and poisonous, "we simply _must _plot a route to _Iacon."_

Ultra Magnus watched as Knock Out resumed, pulling out the jar and rubbing some kind of ointment on his pedes. Iacon had been Cybertron's capital city, but also an Autobot city. The Senate's city, the Prime's city. And the only genuine, vehement argument Knock Out had been involved in since joining the team had been over which city should be renovated after Praxus.

"It has to be Vos or Kaon," Knock Out had said. "Or _nothing has changed."_

Ultra Magnus' frown deepened as he began cleaning the rubble out of his own massive feet. He wished Optimus were here, or at least in comm range . . . But if wishes were horsepower, all mechs would win. He shoved the thought away as he massaged his pedes. Thin, brittle flakes of metal broke off the exterior casing. He grimaced. The damage from the acidic residue in the soil made his feet ache.

"You know," Knock Out said abruptly, "that I'm a medic." Ultra Magnus lifted his head to find the smaller mech staring at him with red optics that were intent, wary, and even a little aggressive.

What was Knock Out's intention in stating the obvious? Was this a criticism of his inclusion on the mission, which was hardly a medical one? A reminder that he had helped repair Magnus after that Predacon attack? Was he trying to imply that Magnus _owed_ him? Was it a threat? There were rumors about Decepticon medics . . .

Ultra Magnus said, "Yes, I know."

Knock Out stared at him a moment longer, gave a sudden snort, and rolled over on his cot.

An hour later it occurred to Magnus that Knock Out might have been offering, in an oblique way, to tend to his damaged pedes. But the acid rain was pouring in sheets between them by then and Knock Out still had his back to him. And so the offer went unanswered.

* * *

To be continued . . .


	2. Chapter 2

**Chapter 2**

The Traxian Heatsinks stretched for miles . . . colorful sand dunes interrupted by the occasional low plateau of metal. The sand dipped to form deep concavites in places, marking the sinks that gave the area its name.

Ultra Magnus pointed them out to Knock Out, warning him to avoid them at all costs. "The sinks form where there's a break in the underground plate. Dangerous, and useless for our purposes."

The smaller mech nodded, fidgeting as he fingered the harness strapped around his chassis. In his other servo he clasped a scanner, and he had a bag stakes looped over his arm. "And you're sure this is safe?"

"I can easily pull you up if you start sliding or falling," Ultra Magnus said.

* * *

"Easily" proved to be an exaggeration. But by bracing his legs and hauling the rope hand over hand, Ultra Magnus was able to pull the medic to safety when he got too close to a sinkhole.

"This is humiliating," the medic mumbled as he was dragged up to solid ground.

Ultra Magnus didn't answer. He couldn't do anything about that.

* * *

Knock Out proved more focused and efficient than Ultra Magnus expected, but their progress was still slow. Walking became an ordeal when you sank into the sand with every step. The unstable ground often forced them to backtrack and the stakes, which were supposed to visually mark their trail, would not stay upright. Ultra Magnus put them back in his supply pack. The mechs relied on memory and the scanner's readings instead.

Toward late afternoon they took another break, sitting on the hot sand. Knock Out took the harness off and dropped it to the side, frowning at the rub marks on his finish. "How much longer?"

Ultra Magnus capped his hydration pack, considering. Tired mechs were careless mechs. "Another hour. Then we'll camp."

"Another hour," Knock Out sighed, not quite a grumble. He stood up and stretched. "Well, Commander, I think—"

There was no warning. The earth rumbled deep beneath their pedes and the dune simply drained from under them. Ultra Magnus dug his fingers into the sudden wall of sand shooting up in front of him, but there was nothing solid to hold onto. As he plummeted, Ultra Magnus caught glimpses of Knock Out frantically clawing his way upward, gaining and losing ground by turns. Magnus, falling backwards, had no such chance. The large mech hit the ground hard and the world went dark.

* * *

"Commander?"

Ultra Magnus sat up with a grunt, sand streaming off his blue and white chassis. Grit caught painfully behind his plating as he opened his optics. Knock Out had outraced the sand, it seemed. Two red eyes were peering down at him from above. _Far _above.

"Commander?" the red mech repeated as he leaned over the edge of the sand pit, his tone cautious.

"I am uninjured." Ultra Magnus noticed something blue and sticky coating his back and frowned as he detected its source. "The energon packs in my backpack have burst, however."

"All of them?"

Ultra Magnus took off the travel pack and looked. "Most of them."

"Ah."

There was silence for a minute, broken only by the skitter of loose sand down the steep slopes. Ultra Magnus could feel the red optics staring down at him.

"Do you still have the harness?" the Second-in-Command asked finally.

* * *

The rope was long enough, but the sports car's frame wasn't strong enough. Or, as Knock Out put it, "You're too heavy." Ultra Magnus gave up on the idea of the medic hoisting him out after the third attempt, and the third instance of crashing back to the bottom of the pit in a slide of sand. He paced the bottom of the sinkhole, his engines giving a steady, displeased rumble. Above, Knock Out still watched. The setting sun made his chassis glow orange, even the parts that were actually grey. But the light didn't reach into the pit.

Magnus wasn't about to panic. It was a waste of time. "Knock Out. Go east to those hills we crossed. Climb the highest one and attempt to comm the others."

"All right. And if I can't?"

"Then head back towards base as quickly as you can. Continue comming until you contact them."

"Hmm . . . But it will take them days to get here . . ."

"It's possible that Wheeljack and Bulkhead have finished reassembling the ground bridge components retrieved from the _Nemesis."_

Knock Out's eyebrows arched. Ultra Magnus kept his neck craned back to meet his optics. He'd said "possible". It _was_ possible. If unlikely.

"All right," Knock Out said at last. And with that simple statement he withdrew.

Ultra Magnus listened to his muffled footsteps getting further and further away. When he could no longer hear them, he sat down.

* * *

He counted the remaining energon packs. Then counted them again. He still was not about to panic. There was no point.


	3. Chapter 3

**Chapter 3**

"Commander."

Ultra Magnus looked up. In the hour since Knock Out had left, dusk had fallen. But it was still easy to pick out the red mech by his glowing red eyes and the curves of his chassis.

"What are you doing back here?" Ultra Magnus asked sharply.

"I couldn't reach them over the comms."

Ultra Magnus had suspected as much. It had been a long shot. "Then why aren't you on your way to base, soldier?"

"Mmm . . . " Knock Out stood up, looking at the sky. "Clouds coming in." The two red circles appeared again, over a foreshortened view of his chassis. "It's going to rain."

Hardly a surprise since it had rained every night since they'd left. "Go back to solid ground. Set up camp. And head for base first thing tomorrow," Ultra Magnus ordered. Knock Out might be overly quiet and overly watchful, but he did obey direct orders.

At least, he always had before. The red grounder looked up again. Then down. His pale face was visible, but hard to read. "And what will you do? Sir."

"I have my shelter with me." Ultra Magnus had already checked his pack to make sure the tarp hadn't torn. It hadn't. "There is no reason I can't set it up here."

"In the sand? Have you tried? Try."

Ultra Magnus didn't move. Neither did Knock Out.

"You're at the bottom of a funnel," Knock Out said. "Sir."

"I will survive."

"You'll die, more likely." The Decepticon didn't sound upset, neither did he sound gleeful. He sounded . . . speculative. He paced back and forth along the rim of the pit, slowly, his optics always fixed on the Second-in-Command.

"Knock Out, go back to base." Magnus was well aware had no way of enforcing his order. Knock Out could tell the Autobots that Ultra Magnus had been killed by Predacons, or head off to join Megatron or Starscream, and no one would ever know what had happened to him. _"Now._ _Immediately."_

Knock Out hunched a little at his tone, taking a step back. "Do you really carry all those things? On that list you gave me?"

It took Ultra Magnus a moment to realize he was referring to the checklist of supplies he'd given Knock Out before they began the mission. "Yes. Have you left some of those items _out of your pack?"_

"Most of them," Knock Out said. "Sir." Before Ultra Magnus could express his moral outrage, the Decepticon added, "So, you have a shovel then?"

Ultra Magnus wrestled with himself for a moment before taking the portable shovel out of his pack and tossing it up. Knock Out's arm shot out to catch it.

"What do you intend to do with it, soldier?"

"I've told you, Commander, I'm not a soldier." And that was all Knock Out would say.

* * *

He had no time to waste wondering about Knock Out's intentions or actions. Ultra Magnus pulled the tarp out of his backpack and began fitting the poles together. There was no solid ground to drive the supports into, but if he propped them just so, they stayed upright. He tossed the tarp over the top and tied it down to the poles.

There. Almost done. He took the cot out, unfurled its accordion pleats and flipped down the legs. Pushing it under the lean-to, he sat down.

The legs promptly sank into the sand until the top of the cot was level with the ground.

Ultra Magnus looked up to gauge the sky and met those alien red optics. There was no telling how long Knock Out had been watching. Wordlessly, the Decepticon withdrew. Ultra Magnus hoped he had gone for good and was headed back to base.

Sort of.

* * *

Ultra Magnus was listening to the rumble of thunder when he heard another sound. Something heavy being pushed or dragged over the ground, accompanied by little grunts and curses in a voice that was unmistakably Knock Out's.

"Soldier, I thought I told you to—"

"Heads up. Sir." The shovel shot down like a javelin, thudding into the sand at his pedes. Immediately afterwards something broad and heavy tilted over the lip of the pit, skidding down the steep slope. Ultra Magnus had to step backwards to avoid being hit by what turned out to be a huge, flat piece of natural metal.

"Knock Out, what is the meaning of—" He broke off as the smaller mech skidded down the slope himself, leaving a loose furrow of sand behind him. _"Knock Out!"_ He'd known Decepticons were sly and untrustworthy, but he'd never thought they were _foolish. _ "Now we're _both stuck."_

"Not to worry, Commander. Prime once punched me clear across a canyon. If you give me a good toss, I'll reach the top." He looked upward, judging the distance. "I _might_ even be able to get out on my own—if I picked up enough speed first. There are advantages to being lightweight."

He was pushing at the slab of metal as he spoke, but unable to get enough leverage to move it, in the cramped space. Ultra Magnus bent down and picked it up instead. As he examined it, Knock Out dug the cot out of the sand and dragged it back.

Ultra Magnus looked at him for a moment before nodding. He shoved the flat piece of metal into the shelter and Knock Out set the cot on top of it. When the Second-in-Command cautiously lowered himself into it, it didn't sink at all. The slab had distributed his weight.

"Well done, soldier." His tone was grudging.

Knock Out gave him a cautious, sideways smile, as though he wasn't sure of his sincerity. He seemed ready to say something, but the first raindrops began pattering down and he dodged beneath the tarp.

* * *

They sat side by side as the thunder rumbled and the acid rain fell. They were, as Knock Out had said, in a funnel. Between the two of them, they rigged Knock Out's tarp and cot in front of them in a sort of barrier to divert the acidic solvent.

The rain gushed down the sides of the pit, digging channels in the soil. Periodically, part of the sandy walls would slough off and slide down. Neither mech brought up the possibility that the pit would collapse in on itself, burying them.

Neither said anything at all.


	4. Chapter 4

**Chapter 4**

The cot was built for a bot Ultra Magnus' size. There would have been plenty of space for him and Knock Out to sit, had it not been for their supplies. They couldn't allow their backpacks to get damaged by the acid rain that was flooding under the cot, so they'd piled everything up in the middle of it. It made a kind of low barrier between them. For which, Ultra Magnus suspected, they were both grateful.

The soil under them had become so saturated that the slab, and the cot on top of it, had sunk quite a bit. Periodically one mech or the other would take the shovel and dig furrows in the sand to drain the liquid, or scrape sand and acidic solvent from underneath the cot.

"So how much energon was left, Commander?"

Ultra Magnus looked over to the other side of the cot, where Knock Out was sitting, hands resting on his knees, which were tucked close to his chassis.

"In your supply pack, I mean," Knock Out added, as if Magnus didn't know.

"It's not your concern, soldier."

Knock Out tilted his head, considering him. After a time he turned a bit to kneel on the cot, digging for his supply pack. "Here." He pushed a number of energon packs over the barrier.

Ultra Magnus took them, but only to prevent them from falling. He looked at Knock Out with narrowed optics. "You cannot afford to let your fuel levels fall. You _must_ head for Autobot base tomorrow."

"My fuel levels are fine. I'll make it. Sir."

Only the fact that Ultra Magnus had already narrowed his optics and prevented him from narrowing them again. Knock Out's smile was slightly too bright and far too confident. And there was something calculating behind the glass of those strange black and red optics.

"Very well," Ultra Magnus grunted, setting the hydration packs to one side. Later he would do a taste-test for poison.

* * *

"Why is there a _Decepticon _in our base, sir?" Ultra Magnus had asked Prime, over a month ago.

Optimus' brow had furrowed. "Did no one tell you that he switched sides? When Starscream attempted to retake the _Nemesis, _Knock Out attacked him. Unfortunately he broke a relic in the process, but—"

Ultra Magnus had remained silent as Optimus went over a story he already knew. Had Knock Out been acting for the Autobots? Or against Starscream? There was a difference.

A Decepticon traitor was, arguably, more of a Decepticon than ever.

* * *

The night dragged on and on, and the rain came down and down. Eventually they started taking shifts, one of them sleeping fitfully while the other diverted the rain.

Ultra Magnus leaned just slightly on the barrier for support as he slept, just his elbow, and he rebooted exactly two minutes before they were due to switch.

He just caught the movement out of the corner of his eye—Knock Out quickly shifting something to his far side.

_Hiding _something.

"Changing of the guard already, sir?" The word came out more smoothly than normal. "I'll just get some shut eye, then—"

"What is that?"

"Pardon me? What is what?"

_"That."_ Ultra Magnus pointed at whatever was hidden behind Knock Out's leg.

"Oh, that. It's just energon, sir. I did keep _some _for myself. After all, I—"

"Give it here."

"Sir?"

"I am stuck here, in a pit, in the rain, in the middle of nowhere, with you. I am _not_ in the mood for games, Knock Out. _Give it here."_

Knock Out didn't actually move, but everything about him gave the impression of drawing back—the way he pulled his legs closer to his body and tucked his arms close, and above all the wary expression on his face. That expression didn't change as he reached beside him and held out an energon pack. The nozzle was open and it was three-quarters full.

The liquid's electric shade of blue raised Magnus' suspicions and a quick sniff confirmed them. "This is high grade."

Knock Out said nothing.

"You've been making high grade. You brought high grade _on a mission."_

"It doesn't take that much longer to process. No one even noticed, did they? Sir?" Knock Out's voice wavered between apologetic and defiant, like he couldn't decide which he was trying for. "And it provides more energy per liter."

"Leaving you overenergized! _Drunk._ We work and live around unstable infrastructure every day, we have _no use_ for energon which impairs judgment and slows reflexes."

"I know! I know we live in a dump that's constantly under construction! It's not like I've been binge-drinking in my room!" Knock Out's voice rose. "But you can get farther on a tank of high-grade than on mid-grade or low-grade. I processed it in case of emergencies, and it's a good thing I did!"

"How much of this did you bring?" Ultra Magnus' voice became calmer, but no less stern. With an angry little huff of his vents, Knock Out picked his supply pack off the top of the pile and pushed the flap back.

Knock Out had left out half the items on Magnus' carefully prepared list, and filled the surplus space with high grade.

The Second-in-Command's engine gave a low growl. "Dump those out. Immediately."

"We can't. We need it. We won't get back without it."

"Why? How much mid-grade energon do you have left?"

Knock Out dug into his pack and pulled out a few energon packs. "Just these. I gave you the rest. How many do _you _have left, _sir?"_

Ultra Magnus frowned as he made the mental calculations.

Knock Out could have reached base with the mid-grade they had, easily. Ultra Magnus could have just _barely _made it back. But both of them? Impossible.

"Besides," Knock Out said after a minute, tossing the mid-grade back in the supply pack, "it may impair judgment, but it's not like we have any choices while we're down here, good or bad." He picked up the hydration pack beside him, flipped the nozzle open, and tossed back a gulp of high-grade. "So why not." This time there was a beat before he added, "Sir."

"We're stuck in a life-or-death situation, soldier. This is the _worst _possible time to get inebriated. It would be one thing if we were above ground—" Ultra Magnus stopped, conflicted, because he had just tacitly admitted that they would, at some point, in some manner, have to use some of the high-grade.

"If we were above ground, we'd risk falling into a hole. But we've already done that," Knock Out pointed out. "This is rock-bottom. We've hit it."

Possibly he was right. As long as they didn't get to the point where they were falling off the bunk, not much more could go wrong. Except the sand becoming so saturated that the pit flooded. Or the walls caving in.

Perhaps "not much could go wrong that they could do a damn thing about" would be more accurate.

Ultra Magnus picked up a pack of high grade.


	5. Chapter 5

**Chapter 5**

The high grade was vile, barely worthy of the name. But there was nothing to do in the pit but drink or sleep. Or talk—but they avoided that option. The pit was pitch black now, lit only by the occasional flash of lightning and the blue glow of the Autobot insignia on Ultra Magnus' chestplates. But they hardly provided sufficient illumination.

"You don't like me."

Magnus looked over and found a third source of light, the two red, alien eyes staring at him through the darkness.

"Don't spout nonsense, soldier."

Knock Out laughed; he sounded a little freer than usual, less controlled. "I wasn't complaining."

There didn't seem to be anything to say to that, so Ultra Magnus didn't try. He turned his gaze stolidly towards the tarp above, listening to the raindrops. To his right, he heard the nozzle of an energon pack being flipped open.

* * *

"You know what you are." An hour later, and Knock Out sounded serious. "I respect that."

Ultra looked down at the red mech. Knock Out's optics were over-bright, his red irises fuzzed slightly around the edges. He was not actually swaying. Yet.

According to the Autobot code, the correct procedure when an ally was inebriated, was to discourage him from drinking any more. According to that same handbook, the appropriate reaction to an inebriated enemy was to encourage them to drink more, so as to incapacitate them.

Ultra Magnus remained silent.

"Aren't you going to ask what you are?" Knock Out persisted. "I said you knew, but I thought you'd ask." When Magnus didn't reply, Knock Out answered anyway. "You're Second-in-Command."

"Mmm," Magnus responded to this factually correct statement. He stared straight ahead, although there was literally nothing to see; just the wall of a sandy pit that was invisible in the dark.

He could feel Knock Out's eyes on him. Staring.

"Aren't you going to ask what_ I_ am?"

"I know what you are, Knock Out."

"That's right." A rich chuckle filled the darkness. "You know."

"You're a medic," Ultra Magnus said.

"Yes." Two glowing red eyes. "I'm that too."

* * *

Knock Out gazed at the energon pak in his hand and made a face. "This is swill."

"You made it," Ultra Magnus said. Thanks to his larger frame he wasn't overcharged like Knock Out, but his systems were buzzing slightly. "You wouldn't have been breaking any more rules than you already were if you'd made it drinkable."

"It's drinkable. We've been drinking it, haven't we? Ergo, drinkable." Knock Out rested his head on his arms. "And I diiidn't have so much tiiime, you know." His drawl ended in a yawn. "Had to do it while no one was watching. Had to do it quickly."

"Nonsense. If you'd gone for quality over quantity—"

"But I needed quantity."

Magnus frowned at him.

"In case of emergencies," Knock Out said defensively, "like this one."

"Hmmm."

"Really! Swear on my spark. As soon as I heard you were taking me to the Heatsinks, I knew I'd need it."

"Why?"

"Well." The question seemed to throw Knock Out. His optics flickered uncertainly. "I just knew."

"You just knew. I see."

"I didn't know ex . . . exactly what would happen, but I looked it up—Traxian Heatsinks—and it was full of pits and things. And then you had the safety harness thing. So it must have been dangerous. That's logic, as Shockwave would say. I wanted to be prepared."

"You _weren't _prepared. You left most of your supplies behind, in direct violation of my orders."

"And it's a good thing I did, wasn't it? Besides, I took everything essential. Including the high grade. Just in case."

"You could have come to me." Ultra Magnus found his irritation at the smaller mech building. "If you felt extra rations were necessary, I could have—"

"Filled out the necessary paperwork," Knock Out murmured.

"—retrieved them myself from storage." He gave the smaller mech a stern look. "Furthermore we could have split the load proportionately."

"Perhaps," Knock Out said. "But . . ."

He picked up the shovel again to scrape at the ground.

"But what?" Ultra Magnus demanded.

Knock Out cast a glance up at him, then back down towards the sand he was digging. "Accidents happen, in the field."

"Accidents . . . happen," Ultra Magnus repeated, unimpressed.

"Right. But—if anything happened—at least I'd have high grade."

_"You'd _have high grade." Ultra Magnus knew he wasn't being entirely fair. Knock Out had shared his provisions and they would be in an extremely bad situation without the extra energon, high grade or not. But he was annoyed. The medic was going to come out of this thinking he could flout orders. "And while you were hoarding you illicit high grade, did it occur to you that I would be more at risk since you couldn't pull me out of a pit, but I could pull _you_ out?"

"Yes . . . you _could." _

Ultra Magnus looked down sharply. Knock Out had left off digging and was twirling the head of the shovel in the sand, digging a little pit. With his head bowed, his face was hidden from Magnus, though the blue glow of the Autobot insignia cast highlights on the top of his helm.

"What kind of accidents," the Autobot Second-in-Command asked with deliberate slowness, "were you expecting?"

"Any kind. Sir." His claws twitched as he reached for another pack of high grade.

Before he could reach it, Ultra Magnus shut the supply pack and winched the straps shut. "I think you've had enough, soldier."

Knock Out didn't protest.

They fell first into silence, then into recharge.


	6. Chapter 6

**Chapter 6**

"This is penance," Knock Out said hoarsely, "for my sins."

Ultra Magnus didn't know if he was talking about their current effort in tilting the slab of metal that had supported the cot, or simply his general misery. Magnus had a processor ache, but Knock Out moved with the jerky, uncoordinated movements of one whose systems were constantly recalibrating. Such was the price of getting over-energized.

"On three," Magnus said. "One. Two. Three." They both hefted upwards, angling the slab so that the acid rain that had gathered on it poured off into the soil. The other puddles had quickly sunk into the sand once it stopped raining.

The morning sun wasn't visible from where they were, but the circle of sky they could see above them was light and free of clouds. The sandy walls were less reassuring; the erosion caused by the rainfall had undercut some of them, and occasionally causing sand to collapse in a miniature landslide. So far they had been small enough to merely be nuisances. So far.

Ultra Magnus folded up Knock Out's tarp and cot and placed them beside the supply packs as he took all the remaining energon packs out and counted them. After some thought, he put all the mid-grade in Knock Out's pack, buttressed by just a few packs of high grade. The rest of the high grade he kept for himself. Knock Out was right; one couldn't get up to much foolishness while stuck in a pit.

"Don't drink too much, Commander." Knock Out was watching him. "Too much and you'll say things you don't mean."

"Or that you do," Ultra Magnus said.

Knock Out didn't answer.

* * *

Knock Out hesitated, his pede hovering over Ultra Magnus' cupped hands. "You'll still be at the bottom of a funnel."

"Yes."

"And it may be days before I can comm base."

"I'm aware, Knock Out."

"Don't suppose you'd sign a form saying your imminent demise wasn't my doing, sir?" Knock Out said lightly.

Magnus just looked at him.

"Well," Knock Out said, finally rested his foot in the kneeling Second-in-Command's hands. "I just thought I'd ask."

Ultra Magnus braced himself, heaved upright, and catapulted the smaller mech upward. Knock Out still had to scramble to pull himself over the rim. He sat to rest for a moment, looking around.

"The rain uncovered some new metal." Knock Out rapped against ground that was just out of sight, a metallic sound accompanying the action. "Hmm . . . There's a little crevice. I wonder if I . . ." He reached over his shoulder, extended his staff, and jammed it into the ground.

"That won't hold my weight," Ultra Magnus said impatiently. "Not all of us are sports cars."

"No, you're right," Knock Out reluctantly agreed. "It would snap in half." In a quieter murmur he added, "Or into pieces."

He stared at the staff, then leaned to peer down into the pit. His optics flitted from Ultra Magnus to the large backpack resting on the cot, then back to the staff.

"I know how to get you out." Knock Out sat there a minute, waiting for a response. "Did you hear me, Commander? I know how to get you out of the pit."

Ultra Magnus raised an optic ridge, skeptical. "How?"

"If you go into stasis lock . . . "

Ultra Magnus' optics narrowed. He would have been plenty suspicious of a plan involving stasis lock _without _Knock Out's evasive tone and refusal to meet his eyes.

"Yes? If I go into stasis lock? Explain to me what, exactly, your plan consists of, soldier."

"I'm not a soldier!" His voice rose as he snapped, then lowered. "Your frame will be limp. That will make it easier to pull you up."

"First, we already know you are not strong enough to lift me. Second, if I am unconscious I will be unable to assist by climbing as you pull."

"Y-eees," Knock Out said, hunching forward a little, and again there was something not entirely forthright about his body language. "But . . . well . . . it _might _work. It's worth a try, isn't it?"

Ultra Magnus was silent. He was at the bottom of a pit in the middle of nowhere. Even in the best circumstances it would take days for help to arrive. What harm could a few minutes of stasis do? "I suppose there would be no harm in powering down for—"

"—about half a day," Knock Out broke in. Magnus lifted his helm sharply, his stare strong enough to make the red mech flinch. The Decepticon dug his claws into the sand where he was seated, sending a few granules skittering down.

"Trust me," he said. There was mockery in his voice, and hopelessness.

Ultra Magnus picked his cot up and set it on the slab of metal resting on the ground.

"Very well," he said, lying back. The last thing he saw, as he sank into unconsciousness, were two black and red eyes widening in shock.


	7. Chapter 7

**Chapter 7 **

Stasis was not exactly like sleep. It was _more _than sleep. Deeper. A bot who was severely injured or close to starvation would fall into stasis automatically. But it could also be induced manually. During an extended bout of space travel, for example.

Or when a former Decepticon asked you to trust him.

_Trust me. _

In order to uphold the Autobot Code, in order to fulfill his _duty _as Second-in-Command, Ultra Magnus had trusted.

To a point.

Half a day was too long.

He had timed his reboot for half that.

* * *

There was pain. What felt like needles driving into his shoulder. Little shocks of electricity made his joints seize up, again and again as his systems booted—

His optics snapped online. The shadow leaning over him stared down out of two pits of black lit by rings of red. Dangerous. Decepticon.

No words as Ultra Magnus lurched upright. His balance was all wrong and sharp claws dug into his face, pushing him down, but he threw himself sideways and fell on top of his assailant and they rolled.

More pain. He punched and connected, kicked and didn't. (And something was strange, something was wrong.)

Sand in his eyes and then his vision cleared and there was Knock Out (Decepticon medical officer, see File 239-D) scrambling backwards. Ultra Magnus caught him by the throat with his claw-hand and bore him down, pinned him, but the medic's crossed arms traded defense for offense tactic as his buzzsaws flipped out.

Neither moved. Knock Out was not even venting as the claw pressed against his throat. Ultra Magnus did not react to the serrated teeth digging into either side of his arm, ready to shear through metal.

"You lied, Ultra Magnus," Knock Out whispered. "How very Decepticon of you."

"Where is my arm?" Because the other one was missing, and one leg as well.

Knock Out gestured a tiny bit with a sawblade. Ultra Magnus looked. His upper arm lay in the sand, next to an overturned cot. The rest of the limb was spread out on a tarp, and parts of his leg spilled out of the large backpack next to it.

Ultra Magnus released Knock Out. Pushed himself back. Almost fell over.

Knock Out pulled in his saws and leaned back on his arms and just sat there. Watching.

A bit awkward.

"Better get away from that pit, soldier," Ultra Magnus said finally. The pit was really not very close. Knock Out's staff was still speared into the ground beside it, with a rope looped around it, dangling down. "You don't want to fall in."

"No, indeed I don't." Knock Out brushed himself off as he stood. He moved past Magnus—keeping out of reach, the blue and white bot noticed—picked the arm off the ground, and righted the cot. Sitting down on it, he started dusting and blowing sand out of the arm's cabling.

The Second-in-Command wondered how to reach him with one arm and one leg without crawling. Because he was _not_ going to crawl.

But letting him sit helplessly in the sand for a few minutes seemed to satisfy Knock Out. The medic finally dragged the cot over to him and helped the larger bot onto it, grunting as his claw gripped his already dented shoulder.

"I apologize," Ultra Magnus said, laying back, "for the . . . altercation. I was disoriented."

Knock Out just gave him a wry look and rubbed at his throat.

"It could have been avoided," Ultra Magnus said—and whether it was fair or not, he was annoyed, "had you told me your _innovative _plan."

"Really." Knock Out snorted, leaning down to examine the open circuitry on his shoulder. "As simple as that."

"Yes."

"So you would have agreed to being diced up, then. Sir."

Ultra Magnus opened his mouth, then pressed it into a tight line. "How much longer?"

"You have very clean joints. They might have been made for this. Sooo an hour or two."

"Less than your earlier estimate."

"Ah, Commander." Knock Out tapped the side of his noseguard knowingly. "I lied too."

* * *

Ultra Magnus came out of stasis for the second time that day. All limbs present and accounted for. They ached a little at the joints, that was all.

Would he ever have known, if . . . ?

It didn't matter anyway.

"So, Commander." Knock Out was sitting on his backpack. "Think we'll build a road through here?"

"Over my dead body," Ultra Magnus said drily.

Knock Out chuckled. "Almost."

Perhaps former Decepticons could not help being slightly macabre.

* * *

Their progression out of the Heatsinks was slow. They still had to use the scanner to check the stability of the ground, more aware than ever of the danger. The sun was setting by the time they reached the foothills. Ultra Magnus pushed the pace to get them to the top, pulling Knock Out upright whenever he lost his footing. A reprieve was not an option. They were still working off a limited supply of energon, much of it high grade.

The moon was up by time they reached the crest.

"Maybe it won't rain," Knock Out said. But he was already unfolding a tarp as he said it.

* * *

It rained, but the lean-tos were up by then.

The rain streamed off the overhang of the tarps in little rivulets, gathering in the dips and hollows of the hilltop. Two red optics gazed at the raindrops dimpling a puddle. Two blue optics were cast sideways, watching. Glancing away when the red optics shifted to look back.

"Do they hurt?" Knock Out asked cautiously when Magnus began rubbing loose flakes of metal off his pedes.

"Yes."

"The residue from the rain, that's what does it."

"Yes, I know."

". . . I _could_ look at them."

"Yes."

"Yes?"

"Yes. This is your area of expertise after all, Doctor." When Knock Out didn't immediately move, Ultra Magnus said, "You _are_ our medic, are you not?"

"Yes, sir." Knock Out began digging in his backpack, fishing out a jar of ointment and a rag. "I'm your medic."

The acid rain poured down, veiling the world outside. It didn't matter. They'd learned their lesson. Tonight their shelters were side by side.

* * *

**~The End~**


End file.
